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Activists Strike Back

So much for the dog days of August!

Some companies' shareholders are mad as hell, and they're not going to take it anymore. Although springtime marks the high point of shareholder activism, a handful of institutional investors aren't taking a summer vacation from their dissatisfaction with the way their companies are managed.

Let's look at a couple of recent developments in activist shareholders' ongoing war against shoddy pay policies and poor corporate governance.

Let them eat cake?Occidental Petroleum(NYSE: OXY) has a bad reputation for lavishly compensating Chairman and CEO Ray Irani. He's widely known as one of the most handsomely rewarded CEOs in America, and corporate governance specialists at The Corporate Library have dubbed Occidental Petroleum a "serial over-compensator."

This year, Irani is set to receive $58.5 million in cash, a reward associated with a lower return on equity than the company had achieved in the years before the incentive was granted.

The Wall Street Journal reported that Irani has received $857 million in pay over the last decade (and included a photo of Irani's fancy Los Angeles mansion, "styled like a French chateau").

But in 2010, it seems many shareholders are finally saying, "Enough's enough." Earlier this year, Occidental shareholders voted for a say-on-pay policy, in a clear sign of displeasure. Although the company claims that Irani's pay reflects his performance, shareholders argue not only that his pay is too high, but that the performance targets he must surpass are set too low.

Now, institutional investors Relational Investors LLC and the California State Teachers' Retirement System (CalSTRs) have announced their intentions to try to oust at least four of Occidental's 13 board members during the company's annual meeting next year.

The shareholders sent a letter to Occidental outlining their intentions, and pointing out that "Irani's target awards are now nearly twice those of the CEO at ExxonMobil(NYSE: XOM), the largest company in the world, and over three times that of Occidental's peer group average."

Relational Investors (headed by co-founder Ralph Whitworth) is known for past corporate governance-related battles with the likes of Home Depot(NYSE: HD) and Sprint Nextel(NYSE: S).

Occidental is in for an interesting year, amid clear signs of sharp dissatisfaction among individual and institutional shareholders alike.

The Dell with you, buddyDell Computer(Nasdaq: DELL) isn't immune to shareholder agitation, either. The AFL-CIO and the American Federation of State, County, and Municipal Employees (AFSCME) are currently working to convince Dell shareholders to withhold their vote for Chairman and CEO Michael Dell at the company's Aug. 12 annual meeting.

This "vote no" campaign relates to Michael Dell's "excessive" compensation, as well as the company's history of SEC allegations regarding accounting, disclosure, and a fraud investigation related to Dell's relationship with Intel(Nasdaq: INTC). (Dell agreed to a $100 million settlement with the SEC in July.) The two labor funds believe that Michael Dell should be removed as chairman.

AFSCME waged a "vote no" campaign at Abercrombie & Fitch(NYSE: ANF) earlier this year; shareholders defeated the company's incentive plan, and one member of the company's compensation committee only narrowly won reelection.

It should be interesting to see how Dell shareholders feel about the idea of booting the company founder from the chairman seat. This may be a harder sell, even if the company's SEC allegations are just as deadly serious as the outrageous shenanigans at Abercrombie.

Regardless of how one feels about the leadership and visionary capabilities of Michael Dell, Abercrombie's Mike Jeffries, or anybody else, fans of solid corporate governance policies would rather see companies separate the roles of chairman and CEO as a standard policy. When one person serves both roles, considerable dysfunction in corporate boardrooms can result.

No vacation from responsibilityInvestors should be glad to see at least some institutional investors pushing back against managers on arguably bad policies; it means big shareholders are starting to pay attention. Hopefully, more will follow suit. Critics have long argued that if the biggest shareholders lived up to their responsibilities, many corporate managers' abuses wouldn't happen in the first place.

Investors have the power to vote with their proxy statements, voicing their opinions on important issues such as these. It's far better than having no voice at all, and it's certainly a huge improvement from previous years' relative apathy. Fewer things go wrong when shareholders show that they're paying attention.

Check back at Fool.com every Wednesday and Friday for Alyce Lomax's columns on corporate governance.

Author

Alyce Lomax is a columnist for Fool.com specializing in environmental, social, and governance (ESG) issues and an analyst for Motley Fool One. From October 2010 through June 2015, she managed the real-money Prosocial Portfolio, which integrated socially responsible investing factors into stock analysis. Follow @AlyceLomax